SET Releases

(Translation) No. Tor.Hor. 008/2002 February 25, 2002 Subject : Resolution of The Board of Directors' Meeting No. 3/2002 Attention : Director and Manager of The Stock Exchange of Thailand The board of directors of Thanulux Public Company Limited at a meeting No. 3/2002 held on Monday, February 25, 2002 passed the following resolution: 1. Appoint Mr. Kriangsak Sripaisarn to be the director in order to present him to the shareholders' meeting. 2. Approve the additional amendment of the articles of association of the company article 14, 59 and 61, in order to be compatible with the Public Limited Companies Act (No. 2) the year 2001 as follows : Chapter 2 Insurance and Transfer of Shares Original Article 14 The Company may not own its own shares or take them in pledge. New Article 14 The Company may not own its own shares or take them in pledge except in the following cases. (1) The Company may purchase back the shares of its shareholders who vote against the resolution of the shareholder meeting amending the Company's Articles of Association regarding the right to vote and to obtain dividends in respect of which such shareholders deem that they have been unfairly treated. (2) The Company may purchase back its shares for the purpose of financial management when the Company has a surplus of accumulated profit and liquidity and such purchase does not cause financial problems to the Company. The shares held by the Company shall not be counted as a quorum for the purpose of shareholder meeting and shall not constitute the right to vote and to obtain dividends. In purchasing back the shares, selling and curtailing such shares, the Company is required to do so in accordance with the law. Chapter 6 Dividends and Reserves Original Article 59 The Company must appropriate to a reserve fund at least one- twentieth (1/20) of the annual net profits less accumulated loss carried over until the reserve fund reaches one-tenth (1/10) of the registered capital of the Company. New Article 59 The Company must appropriate to a reserve fund at least one- twentieth (1/20) of the annual net profits less accumulated loss carried over until the reserve fund reaches one- tenth (1/10) of the registered capital of the Company. Upon approval of the shareholder meeting, the Company may transfer other reserve funds, reserve fund required by law and reserve fund exceeding share respectively to compensate the accumulated loss of the Company. Chapter 7 Increase and Reduction of Capital Original Article 61 The Company may reduce its registered capital by reducing the value of each share or the number of shares or curtailment of the registered shares which cannot be or have not been said but may not reduce such registered capital to lower than one-fourth (1/4) of all capital. New Article 61 The company may reduce its registered capital by reducing the value of each share or the number of shares or curtailment of the registered shares which cannot be or have not been sold but may not reduce such registered capital to lower than one-fourth (1/4) of all capital. In case where the Company has accumulated loss and after compensation thereof has been made under Article 59, there still remains such accumulated loss, the Company may reduce the capital to lower than one-fourth. The extent and method of reducing the value or number of shares under paragraph one or paragraph two shall be determined by resolution of a shareholder meeting not less than three-fourth of the shareholders present and entitled to vote at the meeting. 3. Pay annual dividend for the performance during January 1 to December 31, 2001 as Baht 7.00 per share which comes from BOI business. The payment will be on May 17, 2002. 4. Set closing date of the company share register action-book for the right to receive the dividend, which will be on April 2, 2002 at 12.00 AM. until the meeting is over. 5. Set the 28th Ordinary shareholders' Meeting on Monday, April 22, 2002 at 14.00 PM. at Montien Riverside Hotel, 372 Rama 3 Road, Bangklo, Bangkoleam Bangkok, Chao Praya Room 1. 6. Set closing date of the company share register action-book for the right to attend the meeting will be on April 2, 2002 at 12.00 AM. until the meeting is over. 7. The agenda for the shareholder meeting will : Agenda 1 Approve the minutes of the 27th Ordinary Shareholders' Meeting. Agenda 2 Consider directors' report on previous year's performance. Agenda 3 Approve the audited financial statement as at December 31, 2001. Agenda 4 Approve the appropriation of profit and dividend. Agenda 5 Appoint a new director. Agenda 6 Elect directors to replace those retire and directors' remuneration. Agenda 7 Appoint an auditor and fix the audit fee. Agenda 8 Approve the amendment of the articles of association of the company. Agenda 9 Approve amount of loans and guarantee for the business - related companies. Agenda 10 Other issues (if any). Please kindly acknowledge the above matters. Faithfully Yours, Dusadee Soontrontumrong (Miss Dusadee Soontrontumrong) Director